Revenues were $388.3 million and above the high-end of the
previously-announced estimates.

Revenues were up 139.1 percent year-over-year and included Apex
Systems (which was acquired on May 15, 2012) for a full quarter. Apex
Systems accounted for $202.7 million of total revenues. Revenue
growth, excluding Apex Systems, was 14.3 percent year-over-year.

Adjusted EBITDA margin (Adjusted EBITDA as a percent of revenues) was
11.7 percent, up from 11.2 percent in the third quarter of 2011 and
11.4 percent in the second quarter of 2012.

Net Income was $17.4 million ($0.33 per diluted share) compared with
$7.8 million ($0.21 per diluted share) in the third quarter of 2011
and $8.5 million ($0.19 per diluted share) in the second quarter of
2012.

Leverage ratio (total indebtedness to trailing twelve months Adjusted
EBITDA) was 2.96 to 1 compared with 3.79 to 1 as of May 15, 2012, the
effective date of the acquisition of Apex Systems.

Commenting on the results, Peter Dameris, President and Chief Executive
Officer of On Assignment, Inc., said, “I’m very pleased, that despite
the macro-economic challenges, we grew our revenues year-over-year
approximately 14 percent on both a pro forma basis (including Apex) and
for our legacy businesses (which excludes Apex). At the same time, our
Adjusted EBITDA (both pro forma and legacy businesses) grew at twice the
rate of our revenues. Our results reflected an expansion of our
operating and Adjusted EBITDA margins, which did not include any synergy
savings from the acquisition of Apex.

Dameris continued, “Since the acquisition of Apex Systems, we have paid
down our bank indebtedness $50.9 million ($27.5 million in Q3 and $23.4
million in Q2). As a result of these repayments and the growth in our
Adjusted EBITDA, our total leverage ratio at the end of the quarter was
2.96 times trailing twelve months Adjusted EBITDA down from the peak of
3.79 times following the acquisition of Apex Systems.”

Third Quarter 2012 Results

Revenues were $388.3 million, up 139.1 percent year-over-year and 37.4
percent on a sequential basis. This growth was the result of the
inclusion of Apex Systems for a full quarter, which accounted for $202.7
million of total revenues in the quarter, and 14.3 percent combined
year-over-year revenue growth of the other business segments.

Gross profit was $119.0 million, up 118.3 percent year-over-year and
33.8 percent sequentially. This improvement was related to the
contribution of Apex Systems, which accounted for $56.9 million of total
gross profit, and the year-over-year revenue growth of the other
business segments. Gross margin was 30.7 percent compared with 33.6
percent for the third quarter of 2011. The year-over-year decline in
gross margin was attributable to the inclusion of Apex Systems.
Excluding Apex Systems, the combined gross margin for the other business
segments was 33.5 percent, down slightly from the 33.6 percent in the
third quarter of 2011 and the second quarter of 2012. The gross margin
for Apex Systems was 28.1 percent for the quarter, up from 27.4 percent
in the second quarter of 2012.

Adjusted EBITDA (earnings before interest, taxes, depreciation, and
amortization of identifiable intangible assets plus equity-based
compensation expense, impairment charges and acquisition-related costs),
was $45.5 million, up from $18.2 million in the third quarter of 2011
and $32.3 million in the second quarter of 2012. The Adjusted EBITDA
margin (Adjusted EBITDA as a percentage of revenues) was 11.7 percent
compared with 11.2 percent for the third quarter of 2011 and 11.4
percent in the second quarter of 2012. The expansion in the Adjusted
EBITDA margin was the result of higher operating efficiencies.

Net income was $17.4 million ($0.33 per diluted share) compared with
$7.8 million (0.21 per diluted share) for the third quarter of 2011.
Income before income taxes included approximately $0.8 million ($0.01
per diluted share) in non-recurring acquisition and offering costs.
Offering costs are not deductible for federal income tax purposes and
caused in a slight increase in the Company’s effective tax rate in the
quarter. Income before income taxes in the quarter benefited from a $1.0
million ($0.01 per diluted share) reduction in the earn-out obligation
for HealthCare Partners. Excluding these two items, net income on an
adjusted basis was $17.5 million ($0.33 per diluted share).

Financial Estimates for the Fourth Quarter of 2012

Based on revenues for the first three weeks of the fourth quarter, On
Assignment is providing financial estimates for the quarter ending
December 31, 2012, which do not include any acquisition-related or
offering costs. Those estimates follow:

Revenues of $385 million to $389 million

Gross Margin of 30.1 percent to 30.4 percent

SG&A of $86 to $87 million, which includes $1.8 million in
depreciation, $3.5 million amortization and $2.9 million in
equity-based compensation expense

Adjusted EBITDA of $37.1 million to $40.8 million

Effective tax rate of 42 percent

Net income of $13.3 million to $15.4 million

Earnings per diluted share of $0.25 to $0.29

Diluted shares outstanding of 53.3 million

The estimates assume approximately one less billable day in the fourth
quarter than the third quarter and year-over-year revenue growth rate in
the high 20’s for Oxford, a slight contraction for Life Sciences,
mid-to-high teens for Healthcare (which includes estimated revenues from
supporting a customer that is anticipating a likely labor disruption),
and high single digits for Physician Staffing and approximately 10
percent for Apex. The estimates above assume no deterioration in the
staffing markets On Assignment serves.

On Assignment will hold a conference call today at 1:30 p.m. PDT (4:30
EDT) to review its third quarter financial results. The dial-in number
is 877-837-4158 (+1-281-913-8521 for callers outside the United States)
and the conference ID number is 37436132. Participants should dial in
ten minutes before the call. A replay of the conference call will be
available beginning today at 4:30 p.m. PDT and ending on November 8,
2012. The access number for the replay is 855-859-2056 (1+404-537-3406
for callers outside the United States) and the conference ID number
37436132.

This call is being webcast by Thomson/CCBN and can be accessed via On
Assignment’s web site at www.onassignment.com.
Individual investors can also listen at Thomson/CCBN's site at www.fulldisclosure.com
or by visiting any of the investor sites in Thomson/CCBN's Individual
Investor Network.

About On Assignment

On Assignment, Inc. (NYSE: ASGN), is a leading global provider of highly
skilled, hard-to-find professionals in the growing technology,
healthcare and life sciences sectors, where quality people are the key
to success. The Company goes beyond matching résumés with job
descriptions to match people they know into positions they understand
for temporary, contract-to-hire, and direct hire assignments. Clients
recognize On Assignment for their quality candidates, quick response,
and successful assignments. Professionals think of On Assignment as
career-building partners with the depth and breadth of experience to
help them reach their goals.

On Assignment was founded in 1985 and went public in 1992. The corporate
headquarters are located in Calabasas, California, with a network of
approximately 130 branch offices throughout the United States, Canada,
United Kingdom, Netherlands, Ireland and Belgium. Additionally,
physician placements are made in Australia and New Zealand. To learn
more, visit http://www.onassignment.com.

Reasons for Presentation of Non-GAAP Financial Measures

Statements made in this release and the Supplemental Financial
Information accompanying this release include non-GAAP financial
measures. Such information is provided as additional information, not as
an alternative to our consolidated financial statements presented in
accordance with GAAP, and is intended to enhance an overall
understanding of our current financial performance. The Supplemental
Financial Information sets forth financial measures reviewed by our
management to evaluate our operating performance. Such measures also are
used to determine a portion of the compensation for some of our
executives and employees. We believe the non-GAAP financial measures
provide useful information to management, investors and prospective
investors by excluding certain charges and other amounts that we believe
are not indicative of our core operating results. These non-GAAP
measures are included to provide management, our investors and
prospective investors with an alternative method for assessing our
operating results in a manner that is focused on the performance of our
ongoing operations and to provide a more consistent basis for comparison
between quarters. One of the non-GAAP financial measures presented is
EBITDA (earnings before interest, taxes, depreciation, and amortization
of identifiable intangible assets), other terms include Adjusted EBITDA
(EBITDA plus equity-based compensation expense, impairment charges and
acquisition related costs) and Net Income Before Acquisition Related
Costs (Net Income plus acquisition related expenses, deferred financing
fees written –off and non-recurring financing fees, net of tax). These
terms might not be calculated in the same manner as, and thus might not
be comparable to, similarly titled measures reported by other companies.
The financial statement tables that accompany this press release include
reconciliation of each non-GAAP financial measure to the most directly
comparable GAAP financial measure.

Safe Harbor

Certain statements made in this news release are “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and involve a high degree of risk and
uncertainty. Forward-looking statements include statements regarding the
Company’s anticipated financial and operating performance in 2012. All
statements in this release, other than those setting forth strictly
historical information, are forward-looking statements. Forward-looking
statements are not guarantees of future performance, and actual results
might differ materially. In particular, the Company makes no assurances
that the estimates of revenues, gross margin, SG&A, Adjusted EBITDA, net
income, earnings per share or earnings per diluted share set forth above
will be achieved. Factors that could cause or contribute to such
differences include actual demand for our services, our ability to
attract, train and retain qualified staffing consultants, our ability to
remain competitive in obtaining and retaining temporary staffing
clients, the availability of qualified temporary nurses and other
qualified temporary professionals, management of our growth, continued
performance of our enterprise-wide information systems, and other risks
detailed from time to time in our reports filed with the Securities and
Exchange Commission, including our Annual Report on Form 10-K for the
year ended December 31, 2011, as filed with the SEC on March 14, 2012
and our Forms 10-Q for the quarterly periods ended March 31, 2012 and
June 30, 2012, as filed with the SEC on May 9, 2012 and July 30, 2012,
respectively. We specifically disclaim any intention or duty to update
any forward-looking statements contained in this news release.

SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

2012

2011

2012

2012

2011

Revenues

$

388,283

$

162,370

$

282,685

$

838,046

$

435,491

Cost of services

269,244

107,842

193,731

575,005

289,015

Gross profit

119,039

54,528

88,954

263,041

146,476

Selling, general and

administrative expenses

82,543

40,792

69,300

196,944

115,546

Operating income

36,496

13,736

19,654

66,097

30,930

Interest expense

(6,317

)

(750

)

(4,906

)

(11,925

)

(2,264

)

Interest income

33

18

5

39

39

Income before income

taxes

30,212

13,004

14,753

54,211

28,705

Provision for income taxes

12,779

5,237

6,238

22,880

11,909

Net income

$

17,433

$

7,767

$

8,515

$

31,331

$

16,796

Earnings per share:

Basic

$

0.33

$

0.21

$

0.19

$

0.70

$

0.46

Diluted

$

0.33

$

0.21

$

0.19

$

0.68

$

0.44

Number of shares and

share equivalents used to

calculate earnings per

share:

Basic

52,131

37,001

44,852

44,777

36,866

Diluted

53,162

37,769

45,879

45,807

37,756

SUPPLEMENTAL SEGMENT FINANCIAL INFORMATION (Unaudited)

(In thousands)

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

2012

2011

2012

2012

2011

Revenues:

Technology –

Apex

$

202,664

$

―

$

98,503

$

301,167

$

―

Oxford

88,104

70,074

88,107

254,970

195,512

290,768

70,074

186,610

556,137

195,512

Life Sciences

40,646

41,820

40,509

122,506

114,403

Healthcare

29,390

27,091

30,527

82,796

68,671

Physician

27,479

23,385

25,039

76,607

56,905

$

388,283

$

162,370

$

282,685

$

838,046

$

435,491

Gross profit:

Technology –

Apex

$

56,934

$

―

$

26,983

$

83,917

$

―

Oxford

31,250

25,113

31,646

90,266

69,483

88,184

25,113

58,629

174,183

69,483

Life Sciences

14,002

14,163

13,808

41,649

39,025

Healthcare

8,483

7,458

8,799

23,622

19,242

Physician

8,370

7,794

7,718

23,587

18,726

$

119,039

$

54,528

$

88,954

$

263,041

$

146,476

SELECTED CASH FLOW INFORMATION (Unaudited)

(In thousands)

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

2012

2011

2012

2012

2011

Cash (used in) provided

by operations

$

23,531

$

2,109

$

(15,865

)

$

14,639

$

15,054

Capital expenditures

3,712

1,374

5,052

10,883

6,046

SELECTED CONSOLIDATED BALANCE SHEET DATA (Unaudited)

(In thousands)

September 30,

June 30,

2012

2011

2012

Cash and cash equivalents

$

13,873

$

13,245

$

18,423

Accounts receivable, net

247,731

96,485

238,535

Goodwill and intangible assets, net

772,598

261,053

775,795

Total assets

1,098,935

406,729

1,094,748

Current portion of long-term debt

10,000

5,000

13,650

Total current liabilities

129,480

64,985

125,823

Working capital

155,414

58,999

153,319

Long-term debt

429,088

83,000

452,938

Other long-term liabilities

23,912

20,076

25,401

Stockholders’ equity

516,455

238,668

490,586

RECONCILIATION OF GAAP NET INCOME AND EARNINGS PER SHARE TO
NON-GAAP ADJUSTED EBITDA AND ADJUSTED EBITDA PER
DILUTED SHARE (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

September 30,

June 30,

2012

2011

2012

Net income

$

17,433

$

0.33

$

7,767

$

0.21

$

8,515

$

0.19

Interest expense, net

6,284

0.12

732

0.02

4,901

0.11

Provision for income taxes

12,779

0.24

5,237

0.14

6,238

0.14

Depreciation

1,817

0.03

1,677

0.04

1,580

0.03

Amortization of intangibles

3,320

0.06

663

0.02

2,205

0.05

EBITDA

41,633

0.78

16,076

0.43

23,439

0.51

Equity-based compensation

3,075

0.06

1,838

0.05

2,308

0.05

Acquisition-related costs

784

0.01

265

0.01

6,562

0.14

Adjusted EBITDA

$

45,492

$

0.86

(1

)

$

18,179

$

0.48

(1

)

$

32,309

$

0.70

(1

)

Weighted average common and common equivalent shares outstanding
(diluted)

53,162

37,769

45,879

Nine Months Ended

September 30,

2012

2011

Net income

$ 31,331

$ 0.68

$ 16,796

$ 0.44

Interest expense, net

11,886

0.26

2,225

0.06

Provision for income taxes

22,880

0.50

11,909

0.32

Depreciation

4,826

0.11

4,911

0.13

Amortization of intangibles

6,159

0.13

1,633

0.04

EBITDA

77,082

1.68

37,474

0.99

Equity-based compensation

6,574

0.14

5,084

0.13

Acquisition-related costs

9,838

0.21

992

0.03

Adjusted EBITDA

$ 93,494

$ 2.04

(1)

$ 43,550

$ 1.15

Weighted average common

and common equivalent

shares outstanding (diluted)

45,807

37,756

_______

(1) Does not foot due to rounding

RECONCILIATION OF GAAP NET INCOME AND EARNINGS PER SHARE TO NET INCOME
BEFORE ACQUISITION-RELATED COSTS AND EARNINGS PER SHARE BEFORE
ACQUISITION-RELATED COSTS (Unaudited)

* Disclaimer: The stock prices provided on our website are for informational purposes only and should not be relied upon for trading. Historical and current stock price performance is not necessarily indicative of future performance. You should not rely on the stock price quotes or market data provided on our website for trading and investment purposes. On Assignment does not guarantee the accuracy or completeness of any stock information, nor shall we be liable to any person for delays, inaccuracies, omissions, or errors in such data, or for any actions taken in reliance of such data, or for any damages resulting therefrom.